## Facts

- PKWare, Inc., a Wisconsin software company, developed and owned intellectual property associated with “PKZIP” compression software.
- Timothy L. Meade, an Ohio resident who translated and resold software, entered a 1992 written agreement with PKWare to convert PKWare software for use in additional computing environments.
- The agreement allowed Meade to license source code to third parties and subcontract work, while remaining responsible for subcontractors, and prohibited assignment without the other party’s written consent.
- The agreement required royalty payments accompanied by monthly sales reports for each converted environment while the agreement was in effect.
- Meade later incorporated Ascent Solutions, Inc. (ASI) in Ohio and continued performing the conversion work through ASI; the parties agreed ASI performed Meade’s responsibilities under the agreement.
- The parties negotiated primarily by telephone and email between Wisconsin and Ohio; Meade made one trip to Milwaukee in connection with the agreement.
- Defendants communicated with PKWare in Wisconsin over time and sent royalty payments and reports into Wisconsin.
- PKWare sued Meade and ASI in the Eastern District of Wisconsin asserting contract and intellectual-property-related claims; the order addressed only personal jurisdiction, venue, and transfer.

## Issues

1. Whether Wisconsin’s long-arm statute and federal due process permitted the Eastern District of Wisconsin to exercise specific personal jurisdiction over Meade and ASI.
2. Whether venue was proper in the Eastern District of Wisconsin under 28 U.S.C. § 1391(b) because a substantial part of the events or omissions giving rise to the claims occurred there.
3. Whether the case should be transferred to the Southern District of Ohio for convenience and the interest of justice under 28 U.S.C. § 1404(a).

## Decision

- The court denied the motion to dismiss for lack of personal jurisdiction under Rule 12(b)(2).
- The court denied the motion to dismiss for improper venue under Rule 12(b)(3).
- The court denied the alternative motion to transfer venue to the Southern District of Ohio under 28 U.S.C. § 1404(a).
- The case remained in the Eastern District of Wisconsin for further proceedings on the merits.

## Legal Principles

- Specific personal jurisdiction is proper when a defendant purposefully directs activities toward the forum and the claims arise out of or relate to those forum-directed activities.
- A continuing contractual relationship with ongoing obligations to a forum resident, including sustained communications and sending payments and required reports into the forum, can constitute sufficient minimum contacts even if the defendant’s physical presence in the forum is limited.
- Where a related entity performs the contractual responsibilities and engages in the same forum-directed course of dealing, the entity’s forum contacts may support specific jurisdiction for claims arising from that relationship.
- Exercising jurisdiction must also satisfy fairness; a forum state’s interest in providing a forum for its resident and the plaintiff’s interest in effective relief may support reasonableness.
- Venue under 28 U.S.C. § 1391(b) is proper where a substantial part of the events or omissions giving rise to the claim occurred; directing contractual performance, reporting, and payments to the forum and locating the plaintiff’s operations and alleged injury there may satisfy this standard.
- Transfer under 28 U.S.C. § 1404(a) requires the movant to show the transferee forum is clearly more convenient considering party and witness convenience and the interest of justice; the plaintiff’s chosen forum, particularly its home forum, is ordinarily given weight.
- General assertions about witness inconvenience are insufficient; the movant should identify material witnesses and explain why the current forum imposes concrete inconvenience.

## Conclusion

The court held that defendants’ multi-year contractual and commercial dealings directed at a Wisconsin company supported specific personal jurisdiction and that a substantial part of the events occurred in Wisconsin for venue purposes; it further held defendants failed to show Ohio was clearly more convenient, so the case was not transferred.


PKWare, Inc. v. Meade, 79 F. Supp. 2d 1007 (E.D. Wis. 2000)